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                                                                  EXHIBIT 10.40

                                   ESCROW AGREEMENT

          ESCROW AGREEMENT (this "AGREEMENT"), dated as of April 8, 1998, by and
among Fix-Corp International, Inc. (the "COMPANY"), JNC Strategic Fund Ltd. (the
"PURCHASER") and Robinson Silverman Pearce Aronsohn & Berman LLP (the "ESCROW
AGENT").

                                       RECITALS

          A.   Simultaneously with the execution of this Agreement, the Company
and the Purchaser have entered into a Convertible Debenture Purchase Agreement,
dated as of the date hereof (the "PURCHASE AGREEMENT"), pursuant to which the
Company is selling to the Purchaser certain of its 4% Convertible Debentures Due
April 8, 2001 (the "DEBENTURES") and a certain common stock purchase warrant
(the "WARRANT").  Capitalized terms that are used but not defined in this
Agreement that are defined in the Purchase Agreement shall have the meanings set
forth in the Purchase Agreement.

          B.   The Escrow Agent is willing to act as escrow agent pursuant to
the terms of this Agreement with respect to the receipt and then delivery of the
aggregate purchase price (as described in Section 1.1(a) of the Purchase
Agreement) to be paid by the Purchaser for the Debentures and the Warrant (the
"PURCHASE PRICE") and the receipt and then delivery of the Debentures, the
Warrant, the Ancillary Closing Documents (as defined below) and the Purchase
Price, (collectively, the "CONSIDERATION").

          C.   Upon the closing of the transaction contemplated by the Purchase
Agreement (the "CLOSING") and the occurrence of an event described in Section 2
below, the Escrow Agent shall cause the distribution of the Consideration in
accordance with the terms of this Agreement.

          NOW, THEREFORE, IT IS AGREED:

          1.   DEPOSIT OF CONSIDERATION.

               a. Concurrently with the execution hereof, the Purchaser shall
deposit with the Escrow Agent the Purchase Price in accordance with Section
1.1(a)(ii) of the Purchase Agreement, and the Company shall deliver to the
Escrow Agent the Debentures and the Warrant in accordance with Section
1.1(a)(ii) of the Purchase Agreement, and wiring instructions for the transfer
of amounts to be paid to the Company in accordance with Section 2(b).  In
addition, the Purchaser and the Company shall each deposit with the Escrow Agent
all other certificates and other documents required under the Purchase Agreement
to be delivered by them at the Closing (such certificates and other documents
being hereinafter referred to as the "ANCILLARY CLOSING DOCUMENTS").

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                    (i) The Purchase Price shall be delivered by the Purchaser
to the Escrow Agent by wire transfer to the following account:

               Citibank, N.A.
               153 East 53rd Street
               New York, NY  10043
               ABA No.:  021-000-089
               For the Account of
               Robinson Silverman Pearce Aronsohn
                 & Berman LLP
               Attorney Business Account
               Account No.:  37-204-162
               Attention:  Alexis Laurenceau
               Reference:  Fix-Corp International (10849-10)

                    (ii) The Debentures, Warrant and the Ancillary Closing
Documents shall be delivered to the Escrow Agent at its address for notice
indicated in Section 5(a).

               b.   Until termination of this Agreement as set forth in Section
2, all additional Consideration paid by or which becomes payable between the
Company and the Purchaser shall be deposited with the Escrow Agent.

               c.   The Purchaser and the Company understand that all
Consideration delivered to the Escrow Agent pursuant to Section 1(a) shall be
held in escrow in the Escrow Agent's interest bearing business account until the
Closing.  After the Purchase Price has been received by the Escrow Agent and all
other conditions of Closing are met, the parties hereto hereby authorize and
instruct the Escrow Agent to promptly effect the Closing.

               d.   At the Closing, the Escrow Agent is authorized and directed
to deduct from the Purchase Price (i) $7,500 which will be retained by the
Escrow Agent pursuant to Section 4.1 of the Purchase Agreement and (ii) $300,000
which will be paid to CDC Consulting, Inc. ("CDC") in accordance with the
engagement letter between the Company and CDC relating to the transactions
contemplated by the Purchase Agreement (the "ENGAGEMENT LETTER").  In addition,
the portion of the Purchase Price released to the Company hereunder shall be
reduced by all wire transfer fees incurred thereupon.

          2.   TERMS OF ESCROW.

               a.   The Escrow Agent shall hold the Consideration in escrow
until the earlier to occur of (i) the receipt by the Escrow Agent of the
Purchase Price, the Debentures, the Warrant and the Ancillary Closing Documents
and a writing instructing the

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Closing and (ii) the receipt by the Escrow Agent of a written notice, executed
by the Company or the Purchaser, stating that the Purchase Agreement has been
terminated in accordance with its terms and instructing the Escrow Agent with
respect to the Purchase Price, the Debentures, the Warrant and the Ancillary
Closing Documents.

               b.   If the Escrow Agent receives the items referenced in clause
(i) of Section 2(a) prior to its receipt of the notice referenced in clause (ii)
of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver (i)
to the Purchaser (A) Debentures in aggregate principal amount of $3,000,000, (B)
the Warrant, and (C) any interest earned on account of the Purchase Price that
shall have accrued through the Closing; (ii) to the Company the Purchase Price
(net of amounts described under Section 1(d)) to the Company; (iii) to or as
directed by CDC, $300,000 in accordance with the Engagement Letter; and (iv) to
the appropriate party, the Ancillary Closing Documents.  In addition, the Escrow
Agent shall retain $7,500 of the Purchase Price on account of its fees pursuant
to the Purchase Agreement and Section 1(d).

               c.   If the Escrow Agent receives the notice referenced in clause
(ii) of Section 2(a) prior to its receipt of the items referenced in clause (i)
of Section 2(a), then the Escrow Agent shall promptly upon receipt of such
notice return (i) the Purchase Price (together with any interest earned thereon
through such date) to the Purchaser in such amounts as shall have been delivered
to and received by prior thereto, (ii) the Debentures and Warrant to the Company
and (iii) the Ancillary Closing Documents to the party that delivered the same.

               d.   If the Escrow Agent, prior to delivering or causing to be
delivered the Consideration in accordance herewith, receives notice of
objection, dispute, or other assertion in accordance with any of the provisions
of this Agreement, the Escrow Agent shall continue to hold the Consideration
until such time as the Escrow Agent shall receive (i) written instructions
jointly executed by the Purchaser and the Company, directing distribution of
such Consideration, or (ii) a certified copy of a judgment, order or decree of a
court of competent jurisdiction, final beyond the right of appeal, directing the
Escrow Agent to distribute said Consideration to any party hereto or as such
judgment, order or decree shall otherwise specify (including any such order
directing the Escrow Agent to deposit the Consideration into the court rendering
such order, pending determination of any dispute between any of the parties).
In addition, the Escrow Agent shall have the right to deposit any of the
Consideration with a court of competent jurisdiction pursuant to Section 1006 of
the New York Civil Practice Law and Rules without liability to any party if said
dispute is not resolved within 30 days of receipt of any such notice of
objection, dispute or otherwise.

          3.   DUTIES AND OBLIGATIONS OF THE ESCROW AGENT.

               a.   The parties hereto agree that the duties and obligations of
the Escrow Agent are only such as are herein specifically provided and no other.
The Escrow Agent's duties are as a depositary only, and the Escrow Agent shall
incur no liability

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whatsoever, except as a direct result of its willful misconduct.

               b.   The Escrow Agent may consult with counsel of its choice, and
shall not be liable for any action taken, suffered or omitted by it in
accordance with the advice of such counsel.

               c.   The Escrow Agent shall not be bound in any way by the terms
of any other agreement to which the Purchaser and the Company are parties,
whether or not it has knowledge thereof, and the Escrow Agent shall not in any
way be required to determine whether or not any other agreement has been
complied with by the Purchaser and the Company, or any other party thereto.  The
Escrow Agent shall not be bound by any modification, amendment, termination,
cancellation, rescission or supersession of this Agreement unless the same shall
be in writing and signed by each of the Purchaser and the Company, and agreed to
in writing by the Escrow Agent.

               d.   In the event that the Escrow Agent shall be uncertain as to
its duties or rights hereunder or shall receive instructions, claims or demands
which, in its opinion, are in conflict with any of the provisions of this
Agreement, it shall be entitled to refrain from taking any action, other than to
keep safely, all Considerations held in escrow until it shall jointly be
directed otherwise in writing by the Purchaser and the Company or by a final
judgment of a court of competent jurisdiction.

               e.   The Escrow Agent shall be fully protected in relying upon
any written notice, demand, certificate or document which it, in good faith,
believes to be genuine.  The Escrow Agent shall not be responsible for the
sufficiency or accuracy of the form, execution, validity or genuineness of
documents or securities now or hereafter deposited hereunder, or of any
endorsement thereon, or for any lack of endorsement thereon, or for any
description therein; nor shall the Escrow Agent be responsible or liable in any
respect on account of the identity, authority or rights of the persons executing
or delivering or purporting to execute or deliver any such document, security or
endorsement.

               f.   The Escrow Agent shall not be required to institute legal
proceedings of any kind and shall not be required to defend any legal
proceedings which may be instituted against it or in respect of the
Consideration.

               g.   If the Escrow Agent at any time, in its sole discretion,
deems it necessary or advisable to relinquish custody of the Consideration, it
may do so by giving five (5) days written notice to the parties of its intention
and thereafter delivering the consideration to any other escrow agent mutually
agreeable to the Purchaser and the Company and, if no such escrow agent shall be
selected within three days of the Escrow Agent's notification to the Purchaser
and the Company of its desire to so relinquish custody of the Consideration,
then the Escrow Agent may do so by delivering the Consideration (a) to any bank
or trust company in the Borough of Manhattan, City and State of New York, which
is willing to act as escrow

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agent thereunder in place and instead of the Escrow Agent, or (b) to the clerk
or other proper officer of a court of competent jurisdiction as may be permitted
by law within the State, County and City of New York.  The fee of any such bank
or trust company or court officer shall be borne one-half by the Purchaser and
one-half by the Company.  Upon such delivery, the Escrow Agent shall be
discharged from any and all responsibility or liability with respect to the
Consideration and the Company and the Purchaser shall promptly pay to the Escrow
Agent all monies which may be owed it for its services hereunder, including, but
not limited to, reimbursement of its out-of-pocket expenses pursuant to
paragraph (i) below.

               h.   This Agreement shall not create any fiduciary duty on the
Escrow Agent's part to the Purchaser or the Company, nor disqualify the Escrow
Agent from representing either party hereto in any dispute with the other,
including any dispute with respect to the Consideration.  The Company
understands that the Escrow Agent has acted and will continue to act as counsel
to the Purchaser.

               i.   The reasonable out-of-pocket expenses paid or incurred by
the Escrow Agent in the administration of its duties hereunder, including, but
not limited to, all counsel and advisors' and agents' fees and all taxes or
other governmental charges, if any, shall be paid by one-half by the Purchaser
and one-half by the Company.

          4.   INDEMNIFICATION.  The Purchaser and the Company, jointly and
severally, hereby indemnify and hold the Escrow Agent harmless from and against
any and all losses, damages, taxes, liabilities and expenses that may be
incurred, directly or indirectly, by the Escrow Agent, arising out of or in
connection with its acceptance of appointment as the Escrow Agent hereunder
and/or the performance of its duties pursuant to this Agreement, including, but
not limited to, all legal costs and expenses of the Escrow Agent incurred
defending itself against any claim or liability in connection with its
performance hereunder and the costs of recovery of amounts pursuant to this
Section 4.

          5.   MISCELLANEOUS.

               a.   All notices, requests, demands and other communications
hereunder shall be in writing, with copies to all the other parties hereto, and
shall be deemed to have been duly given when (i) if delivered by hand, upon
receipt, (ii) if sent by facsimile, upon receipt of proof of sending thereof,
(iii) if sent by nationally recognized overnight delivery service (receipt
requested), the next business day or (iv) if mailed by first-class registered or
certified mail, return receipt requested, postage prepaid, four days after
posting in the U.S. mails, in each case if delivered to the following addresses:

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     If to the Company:       Fix-Corp International, Inc.
                              3637 South Green Road, Suite 201
                              Beachwood, OH 44122
                              Facsimile No.: (216) 292-6187
                              Attn:  Chief Financial Officer



     With copies to:          Bricker & Eckler, LLP
                              100 South Third Street
                              Columbus, OH 43215
                              Facsimile No.: (614) 227-2390
                              Attn:  Steven Kerber

     If to the Purchaser:     JNC Strategic Fund Ltd.
                              Olympia Capital (Cayman) Ltd.
                              c/o Olympia Capital (Bermuda) Ltd.
                              Williams House
                              20 Reid Street
                              Hamilton HM11
                              Bermuda
                              Facsimile No.:  (441) 295-2305
                              Attn:  Director

     With copies to:          Encore Capital Management, L.L.C.
                              12007 Sunrise Valley Drive
                              Suite 460
                              Reston, VA  20191
                              Facsimile No.:  (703) 476-7711
                              Attn:  Neil T. Chau

     If to the Escrow Agent   Robinson Silverman Pearce Aronsohn
       (the Escrow Agent      & Berman LLP
       shall receive copies   1290 Avenue of the Americas
       of all communications  New York, NY  10104
       under this Agreement)  Facsimile No.:  (212) 541-4630
                              Attn:  Eric L. Cohen, Esq.

or at such other address as any of the parties to this Agreement may hereafter
designate in the manner set forth above to the others.

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               (b)  This Agreement shall be construed and enforced in accordance
with the law of the State of New York applicable to contracts entered into and
performed entirely within New York.

                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                               [SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be signed the day and year first above written.

                              FIX-CORP INTERNATIONAL, INC.




                              By:  /s/ Mark Fixler
                                   ---------------------------
                                   Name:  Mark Fixler
                                   Title: President/CEO


                              JNC STRATEGIC FUND LTD.



                              By:  /s/ Thomas H. Davis
                                   ---------------------------
                                   Name:  Thomas H. Davis
                                   Title: Director


                              ROBINSON SILVERMAN PEARCE
                                ARONSOHN & BERMAN LLP



                              By:  /s/ Kenneth L. Henderson
                                   ---------------------------
                                   A Member of the Firm